UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 9, 2021
NELNET, INC.
(Exact name of registrant as specified in its charter)
Nebraska 001-31924 84-0748903
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 121 South 13th Street, Suite 100
Lincoln, Nebraska 68508
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (402) 458-2370
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Class A Common Stock, Par Value $0.01 per Share NNI New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐Item 1.01 Entry into a Material Definitive Agreement.
On June 9, 2021, each of Nelnet Servicing, LLC (“Nelnet Servicing”) and Great Lakes Educational Loan Services, Inc. (“Great Lakes”), both subsidiaries of Nelnet, Inc. (the
“Company”), received Modifications of Contract with an effective date of June 15, 2021 (collectively the “Modifications”) from the United States Department of Education (the “Department”), pursuant to which the Department exercised its option to extend the student loan servicing contracts between the Department and each of Nelnet Servicing and Great Lakes (the “Servicing Contracts”) from June 14, 2021 through December 14, 2021. As previously reported by the Company, Nelnet Servicing and Great Lakes are two of four private sector companies awarded student loan servicing contracts by the Department in June 2009 to provide additional servicing capacity for loans owned by the Department, with additional not-for-profit servicers subsequently added by the Department. Loan servicing volumes under the Servicing Contracts, as amended by the Modifications, remain subject to the existing terms and conditions of the Servicing Contracts. The Consolidated Appropriations Act, 2021, signed into law on December 27, 2020, provides that the Department may extend the period of performance for the Servicing Contracts, as amended by the Modifications, for up to two additional years to December 14, 2023.
Forms of the Modifications received by Nelnet Servicing and Great Lakes are filed as Exhibits 10.1 and 10.2, respectively, to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report:
Exhibit
No. Description
10.1 Form of Modification of Contract dated effective as of June 15, 2021 for Student Loan Servicing Contract between the United States Department of Education and Nelnet Servicing, LLC.
10.2 Form of Modification of Contract dated effective as of June 15, 2021 for Student Loan Servicing Contract between the United States Department of Education and Great Lakes Educational Loan Services, Inc.
104 Cover Page Interactive Data File (formatted as Inline XBRL and included as Exhibit 101).
Forward-looking and cautionary statements
This report contains forward-looking statements that involve risks and uncertainties. The words “extend,” “may,” “potential,” and similar expressions, as well as statements in
future tense, are intended to identify forward-looking statements. These statements are based on management’s current expectations as of the date of this report and are subject
to known and unknown risks and uncertainties that may cause actual results or performance to differ materially from those expressed or implied by the forward-looking
statements. Such risks include, but are not limited to, risks related to the ability to successfully maintain and increase allocated volumes of student loans serviced by the
Company under existing and any future servicing contracts with the Department, which current contracts accounted for 27 percent of the Company's revenue in 2020, risks that
the current Servicing Contracts will not be extended beyond December 14, 2021, risks to the Company related to the Department's initiatives to procure new contracts for
federal student loan servicing, including the pending and uncertain nature of the Department's NextGen and Interim Servicing Solution procurement processes (under which
awards of new NextGen contracts have been made to other service providers), the possibility that awards or evaluations of proposals may be challenged by various interested
parties and may not be finalized or implemented for an extended period of time or at all, risks that the Company may not be successful in obtaining any of such potential new
contracts, and risks related to the Company's ability to comply with agreements with third-party customers for the servicing of Federal Direct Loan Program, Federal Family
Education Loan Program, and private education and consumer loans.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NELNET, INC.
Date: June 10, 2021 By: /s/ JAMES D. KRUGER
Name: James D. Kruger
Title: Chief Financial Officer
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing items 8 and 15, and returning or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. E. IMPORTANT: Contractor is not is required to sign this document and return copies to the issuing office. AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE 2. AMENDMENT/MODIFICATION NUMBER 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQUISITION NUMBER 5. PROJECT NUMBER (If applicable) 7. ADMINISTERED BY (If other than Item 6) CODE STANDARD FORM 30 (REV. 11/2016) Prescribed by GSA FAR (48 CFR) 53.243 FACILITY CODE 9A. AMENDMENT OF SOLICITATION NUMBER 9B. DATED (SEE ITEM 11) 10A. MODIFICATION OF CONTRACT/ORDER NUMBER 10B. DATED (SEE ITEM 13) 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended. is not extended. 12. ACCOUNTING AND APPROPRIATION DATA (If required) copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NUMBER AS DESCRIBED IN ITEM 14. CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NUMBER IN ITEM 10A. B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR43.103(b). C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: D. OTHER (Specify type of modification and authority) Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect. 15C. DATE SIGNED 15A. NAME AND TITLE OF SIGNER (Type or print) 16C. DATE SIGNED 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) PAGE OF PAGES 6. ISSUED BY CODE 8. NAME AND ADDRESS OF CONTRACTOR (Number, street, county, State and ZIP Code) (X) CODE 15B. CONTRACTOR/OFFEROR (Signature of person authorized to sign) 16B. UNITED STATES OF AMERICA (Signature of Contracting Officer) Previous edition unusable Please see continuation page... 1 3 91003120F0312P00040 JUN 15, 2021 EDOFSA-21-000471 FSA-ACQ US Department of Education FSA - Acquisitions, 830 First St NE - Suite 91F3 Washington DC 20202 Elvis Taylor 202-377-4013 [email protected] See Block 6 00030812 ED-FSA-09-D-0013/91003120F0312 NOV 26, 2019 See Schedule ✖ FAR 52.217-9 - Option to Extend the Terms of the Contract (MAR 2000) ✖ Wesley Beemer, Contracting Officer 202-377-3710 [email protected] JUN 09, 2021 DUNS: 831078626 Cage Code: 5JZQ5 NELNET SERVICING, LLC 121 S. 13TH STREET SUITE 201 LINCOLN NE 68508 Modification Amount: $26,000,000.00 Modification Obligated Amount: $26,000,000.00 ✖ Wesley Beemer Digitally signed by Wesley Beemer Date: 2021.06.09 07:47:50 -04'00'
Attachment Page PAGE 2 OF 3 ED-FSA-09-D-0013/91003120F0312P00040 The purpose of this modification is to do the following: 1. Exercise option period II from June 15, 2021 through December 14, 2021. 2. Add funding in the amount of $26,000,000.00. The contract award is increased by $26,000,000.00 from $215,069,177.20 to $241,069,177.20. The Contract Base and Exercise Option Value total is $250,938,364.70
SCHEDULE Continued ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT Contracting Officer: Wesley Beemer, 202-377-3710, [email protected] Primary Contracting Officer Representative: Patrice Washington, (202) 377-3845, [email protected] Alternate Contracting Officer Representative(s): Andre Barbosa, 202-377-3332, [email protected] Primary Technical Point of Contact: None Alternate Technical Point(s) of Contact: None (New Line Item) Budget Initiative: Servicing O&M 0032 Provide Funding for Direct Loan Servicers such as Call Center and Financial Reporting - Funding period is 07/01/2021 through 10/31/2021 Accounting and Appropriation Data: 0202M2021.A.2021.ENB00000.6N5.2521A.AAG.000. 0000.000000 $26,000,000.00 PR NUMBER: EDOFSA-21-000471 1.00 SE 26,000,000.00 26,000,000.00 PAGE 3 OF 3 ED-FSA-09-D-0013/91003120F0312P00040
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing items 8 and 15, and returning or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. E. IMPORTANT: Contractor is not is required to sign this document and return copies to the issuing office. AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE 2. AMENDMENT/MODIFICATION NUMBER 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQUISITION NUMBER 5. PROJECT NUMBER (If applicable) 7. ADMINISTERED BY (If other than Item 6) CODE STANDARD FORM 30 (REV. 11/2016) Prescribed by GSA FAR (48 CFR) 53.243 FACILITY CODE 9A. AMENDMENT OF SOLICITATION NUMBER 9B. DATED (SEE ITEM 11) 10A. MODIFICATION OF CONTRACT/ORDER NUMBER 10B. DATED (SEE ITEM 13) 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended. is not extended. 12. ACCOUNTING AND APPROPRIATION DATA (If required) copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NUMBER AS DESCRIBED IN ITEM 14. CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NUMBER IN ITEM 10A. B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR43.103(b). C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: D. OTHER (Specify type of modification and authority) Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect. 15C. DATE SIGNED 15A. NAME AND TITLE OF SIGNER (Type or print) 16C. DATE SIGNED 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) PAGE OF PAGES 6. ISSUED BY CODE 8. NAME AND ADDRESS OF CONTRACTOR (Number, street, county, State and ZIP Code) (X) CODE 15B. CONTRACTOR/OFFEROR (Signature of person authorized to sign) 16B. UNITED STATES OF AMERICA (Signature of Contracting Officer) Previous edition unusable Please see continuation page... 1 3 91003120F0311P00037 JUN 15, 2021 EDOFSA-21-000464 FSA-ACQ US Department of Education FSA - Acquisitions, 830 First St NE - Suite 91F3 Washington DC 20202 Elvis Taylor 202-377-4013 [email protected] See Block 6 00030773 ED-FSA-09-D-0012/91003120F0311 DEC 15, 2019 See Schedule ✖ FAR 52.217-9 - Option to Extend the Terms of the Contract (MAR 2000) ✖ Wesley Beemer, Contracting Officer 202-377-3710 [email protected] JUN 09, 2021 DUNS: 967379496 Cage Code: 5J3D5 GREAT LAKES EDUCATIONAL LOAN SERVICES, INC. 2401 INTERNATIONAL LN. MADISON WI 53704 Modification Amount: $35,000,000.00 Modification Obligated Amount: $35,000,000.00 ✖ Wesley Beemer Digitally signed by Wesley Beemer Date: 2021.06.09 07:47:10 -04'00'
Attachment Page PAGE 2 OF 3 ED-FSA-09-D-0012/91003120F0311P00037 The purpose of this modification is to do the following: 1. Exercise option period II from June 15, 2021 through December 14, 2021. 2. Add funding in the amount of $35,000,000.00. The contract award is increased by $35,000,000.00 from $284,683,082.00 to $319,683,082.00. The Contract Base and Exercise Option Value total is $393,046.519.00.
SCHEDULE Continued ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT Contracting Officer: Wesley Beemer, 202-377-3710, [email protected] Primary Contracting Officer Representative: Patrice Washington, (202) 377-3845, [email protected] Alternate Contracting Officer Representative(s): Andre Barbosa, 202-377-3332, [email protected] Primary Technical Point of Contact: None Alternate Technical Point(s) of Contact: None (New Line Item) Budget Initiative: Servicing O&M 0031 Provide funding for Direct Loan Servicers such as Call Center and Financial Reporting - from 07/01/2021 through 10/31/2021 Accounting and Appropriation Data: 0202M2021.A.2021.ENB00000.6N5.2521A.AAG.000. 0000.000000 $35,000,000.00 PR NUMBER: EDOFSA-21-000464 Pricing Option: Firm-Fixed-Price 1.00 SE 35,000,000.00 35,000,000.00 PAGE 3 OF 3 ED-FSA-09-D-0012/91003120F0311P00037
